Exhibit 2.1
AMENDMENT NO. 1 TO AGREEMENT
AND PLAN OF MERGER
THIS AMENDMENT NO. 1, dated as of
July 25, 2008 (this “ Amendment ”), to the
Agreement and Plan of Merger (the “ Merger Agreement
”), dated as of May 13, 2008, is being entered into by
and among Electronic Data Systems Corporation, a Delaware
corporation (the “ Company ”), Hewlett-Packard
Company, a Delaware corporation (“ Parent ”),
and Hawk Merger Corporation, a Delaware corporation and a
wholly-owned Subsidiary of Parent (“ MergerCo
”). Capitalized terms used herein (including in the
immediately preceding sentence) and not otherwise defined herein
shall have the meanings set forth in the Merger
Agreement.
RECITALS
WHEREAS, the parties to the Merger
Agreement desire to amend the terms set forth in certain sections
thereof as set forth in this Amendment; and
WHEREAS, pursuant to the terms set
forth in Section 7.07 of the Merger Agreement, the Merger
Agreement may be amended or supplemented in any and all respects,
whether before or after receipt of the Requisite Company Vote, by
written agreement signed by each of the parties thereto.
NOW, THEREFORE, in consideration of
the foregoing and of the representations, warranties, covenants and
agreements contained in the Merger Agreement and this Amendment,
the parties, intending to be legally bound, agree as
follows:
1.
References . Each reference to “hereof,”
“hereunder,” “herein” and each other
similar reference and each reference to “this
Agreement” and each other similar reference contained in the
Merger Agreement shall, from and after the date hereof, refer to
the Merger Agreement as amended by this Amendment.
2.
Amendment to Section 1.02 of the Merger Agreement
. Section 1.02 of the Merger Agreement is hereby amended
and restated in its entirety to read as follows:
“Section 1.02
Closing .
(a)
Upon the terms and subject to the conditions set forth herein, the
closing of the Merger (the “ Closing ”) will
take place at 10:00 a.m., New York City time, as soon as
practicable (and, in any event, within three (3) Business
Days) after satisfaction or, to the extent permitted hereunder,
waiver of all conditions to the Merger set forth in Article VI
(other than those conditions that by their nature are to be
satisfied at the Closing, but subject to the satisfaction or, to
the extent permitted hereunder, waiver of all such conditions),
unless this Agreement has been terminated pursuant to its terms or
unless another time or date is agreed to in writing by the parties
hereto. Notwithstanding the terms set forth in the
immediately preceding sentence, unless otherwise agreed to in
writing by the parties hereto:
